RESMED INC. 4% Convertible Subordinated Notes due 2006 __________________________________________________________ INDENTUREResmed Inc • September 20th, 2001 • Surgical & medical instruments & apparatus • New York
EXHIBIT 4.4 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of June 20, 2001 by and between ResMed Inc., a Delaware corporation (the "Company"), and Merrill Lynch & Co., Merrill Lynch,...Registration Rights Agreement • September 20th, 2001 • Resmed Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT SECOND AMENDMENT, dated as of January 23, 2001 ("Second Amendment"), to Rights Agreement dated as of April 23, 1997 and amended on March 19, 1999 (the "Rights Agreement"), between ResMed Inc. (the...Rights Agreement • January 23rd, 2001 • Resmed Inc • Surgical & medical instruments & apparatus
RESMED, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent Rights Agreement Dated as of April 23, 1997 RIGHTS AGREEMENT Agreement, dated as of April 23, 1997, between RESMED, INC., a Delaware corporation (the "Company"), and AMERICAN...Rights Agreement • May 6th, 1997 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
APPENDIX A WAIVER AND RELEASE OF CLAIMSEmployment Agreement • September 11th, 2002 • Resmed Inc • Surgical & medical instruments & apparatus
CREDIT AGREEMENT Dated as of April 4, 2016 Among RESMED INC., as Borrower, MUFG UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger and Joint Book Runner, HSBC BANK USA, NATIONAL ASSOCIATION, as Joint Lead Arranger and Joint Book Runner,...Credit Agreement • April 4th, 2016 • Resmed Inc • Surgical & medical instruments & apparatus • California
Any increase or decrease in the Applicable Rate resulting from a change in the Financial Covenant shall become effective as of the first (1st) Business Day of the month immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level IV shall apply as of the fifth (5th) Business Day of the month following the date such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date through the date on which Borrower delivers its Compliance Certificate for the quarter ending June 30, 2016 to Agent shall be determined based upon Pricing Level III.
RESMED INC. $250,000,000 3.24% Series A Senior Notes due July 10, 2026 $250,000,000 3.45% Series B Senior Notes due July 10, 2029 NOTE PURCHASE AGREEMENT Dated as of July 10, 2019Note Purchase Agreement • July 15th, 2019 • Resmed Inc • Surgical & medical instruments & apparatus • New York
SECURITY AGREEMENTSecurity Agreement • November 15th, 2005 • Resmed Inc • Surgical & medical instruments & apparatus
This Security Agreement is executed at San Diego, California on November 1, 2005, by Resmed EAP Holdings Inc., a Delaware corporation (herein called “Debtor”).
AGREEMENT AND PLAN OF MERGER AMONG RESMED INC. SERVO MAGNETICS ACQUISITION, INC. SERVO MAGNETICS INCORPORATED AND LESLIE HOFFMAN MAY 14, 2002Agreement and Plan of Merger • September 11th, 2002 • Resmed Inc • Surgical & medical instruments & apparatus • California
RESMED INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (THE "AGREEMENT") IS MADE AS OF MAY 14, --------- 2002, BETWEEN RESMED INC., A DELAWARE CORPORATION (THE "PARENT") AND LESLIE ------ HOFFMAN, AN INDIVIDUAL ("HOFFMAN")....Registration Rights Agreement • September 11th, 2002 • Resmed Inc • Surgical & medical instruments & apparatus • California
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 4th, 2016 • Resmed Inc • Surgical & medical instruments & apparatus • California
CREDIT AGREEMENT (this “Agreement”) is entered into as of October 31, 2013, among RESMED INC., a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), MUFG UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger, Swing Line Lender and L/C Issuer, and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and Joint Lead Arranger.
Syndicated facility agreement dated 8 June 2006, as amended and restated on 30 September 2008. ResMed Limited ABN 30 003 765 142 Borrower Each person listed in Schedule 1 Original Financier HSBC Bank Australia Limited ABN 48 006 434 162 Facility Agent...Syndicated Facility Agreement • October 6th, 2008 • Resmed Inc • Surgical & medical instruments & apparatus • New South Wales
At the request of the Borrower, the Financiers have agreed to provide financial accommodation to the Borrower in accordance with this agreement.
EXECUTIVE AGREEMENTExecutive Agreement • August 21st, 2009 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This Executive Agreement (this “Agreement”) is made effective as of the 9th day of July 2007 (the “Effective Date”) between ResMed Inc., a Delaware corporation and its subsidiaries (collectively, the “Company”) and (“Executive”).
SECOND AMENDMENT TO SYNDICATED FACILITY AGREEMENT AND FIRST AMENDMENT TO UNCONDITIONAL GUARANTYSyndicated Facility Agreement • June 30th, 2022 • Resmed Inc • Surgical & medical instruments & apparatus • New York
Any increase or decrease in the Applicable Rate resulting from a change in the Financial Covenant shall become effective as of the first (1st) Business Day of the month immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level V shall apply as of the fifth (5th) Business Day of the month following the date such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Second Amendment Effective Date through the date on which Parent delivers its Compliance Certificate for the quarter ending June 30, 2022 to Agent shall be determined based upon Pricing Level I.
Contract2006 Grant Agreement • February 8th, 2007 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This document sets forth the terms of a Stock Option (the “Option”) granted by ResMed Inc., a Delaware corporation (the “Company”), pursuant to a Summary of Stock Option Grant (“Summary”) displayed at the Web site of the Company’s option plan administrator. The Summary, which specifies the person to whom the Option is granted (“Grantee”) and other specific details of the grant, and the electronic acceptance of the Summary at the Web site of the Company’s option plan administrator are incorporated herein by reference.
CONTRACT FOR THE SALE OF LAND - 2000 EDITION (THIS CONTRACT CONSISTS OF THIS SHEET, THE PROVISIONS OF THIS CONTRACT AND ANYTHING ATTACHED) (A CHOICE PRINTED IN BLOCK CAPITALS APPLIES UNLESS A DIFFERENT CHOICE IS MARKED)Contract • September 11th, 2002 • Resmed Inc • Surgical & medical instruments & apparatus
ContractGrant Agreement • August 28th, 2007 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This document sets forth the terms of a Stock Option (the “Option”) granted by ResMed Inc., a Delaware corporation (the “Company”), pursuant to a Summary of Stock Option Grant (“Summary”) displayed at the Web site of the Company’s option plan administrator. The Summary, which specifies the person to whom the Option is granted (“Grantee”) and other specific details of the grant, and the electronic acceptance of the Summary at the Web site of the Company’s option plan administrator are incorporated herein by reference.
SECOND AMENDED AND RESTATED UNCONDITIONAL GUARANTYUnconditional Guaranty • June 30th, 2022 • Resmed Inc • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDED AND RESTATED UNCONDITIONAL GUARANTY (“Guaranty”) is entered into as of June 29, 2022, by each of the undersigned (each a “Guarantor”), in favor of MUFG UNION BANK, N.A. (and its subsidiaries and affiliates), in its capacity as Administrative Agent (“Agent”).
SEPARATION AGREEMENTSeparation Agreement • January 28th, 2022 • Resmed Inc • Surgical & medical instruments & apparatus • California
Working Capital Agreement ResMed (UK) LimitedResmed Inc • June 14th, 2006 • Surgical & medical instruments & apparatus
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2009 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 1, 2009 by and between ResMed Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
RESMED INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 3rd, 2011 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement”) sets forth the terms and conditions of the restricted stock units (“Restricted Stock Units” or “RSUs”) granted by ResMed Inc., a Delaware corporation (the “Company”), under the ResMed Inc. 2009 Incentive Award Plan, as amended from time to time (the “Plan”). This Agreement specifies the person to whom the RSUs are granted (“Holder”), the grant date of the RSUs (the “Grant Date”), the vesting schedule of the RSUs (the “Vesting Schedule”), the aggregate number of RSUs granted to Holder, and other specific details of the grant.
Contract2006 Grant Agreement • February 8th, 2007 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This document sets forth the terms of a Stock Option (the “Option”) granted by ResMed Inc., a Delaware corporation (the “Company”), pursuant to a Summary of Stock Option Grant (“Summary”) displayed at the Web site of the Company’s option plan administrator. The Summary, which specifies the person to whom the Option is granted (“Grantee”) and other specific details of the grant, and the electronic acceptance of the Summary at the Web site of the Company’s option plan administrator are incorporated herein by reference.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 17, 2018 Among RESMED INC., as Borrower, MUFG UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger, Joint Book Runner, Swing Line Lender and L/C Issuer, and WESTPAC BANKING CORPORATION,...Assignment and Assumption • April 19th, 2018 • Resmed Inc • Surgical & medical instruments & apparatus • New York
Any increase or decrease in the Applicable Rate resulting from a change in the Financial Covenant shall become effective as of the first (1st) Business Day of the month immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level V shall apply as of the fifth (5th) Business Day of the month following the date such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date through the date on which Borrower delivers its Compliance Certificate for the quarter ending March 31, 2018 to Agent, shall be determined based upon Pricing Level III.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 12th, 2017 • Resmed Inc • Surgical & medical instruments & apparatus • California
CREDIT AGREEMENT (this “Agreement”) is entered into as of October 31, 2013, among RESMED INC., a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), MUFG UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger, Swing Line Lender and L/C Issuer, and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and Joint Lead Arranger.
AMENDED AND RESTATED UNCONDITIONAL GUARANTYUnconditional Guaranty • April 19th, 2018 • Resmed Inc • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED UNCONDITIONAL GUARANTY (“Guaranty”) is entered into as of April 17, 2018, by each of the undersigned (each a “Guarantor”), in favor of MUFG UNION BANK, N.A. (and its subsidiaries and affiliates), in its capacity as Administrative Agent (“Agent”).
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • May 4th, 2010 • Resmed Inc • Surgical & medical instruments & apparatus
This Fourth Amendment to Second Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of April 30, 2010, by and among ResMed Corp., a Minnesota corporation (“ResMed”), RESMED EAP HOLDINGS INC., a Delaware corporation (“Holdings”), and RESMED MOTOR TECHNOLOGIES INC., a Delaware corporation (“RMT”; ResMed, Holdings and RMT are sometimes referred to herein individually as a “Borrower,” and collectively, as “Borrowers”), RESMED INC., a Delaware corporation, as guarantor, each lender from time to time party to the Loan Agreement (as defined below) (collectively, the “Lenders” and individually, a “Lender”), and UNION BANK, N.A. (f/k/a UNION BANK OF CALIFORNIA, N.A.), as Administrative Agent (in such capacity, “Agent”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • November 5th, 2013 • Resmed Inc • Surgical & medical instruments & apparatus • California
THIS UNCONDITIONAL GUARANTY (“Guaranty”) is entered into as of October 31, 2013, by each of the undersigned (each a “Guarantor”), in favor of UNION BANK, N.A. (and its subsidiaries and affiliates), in its capacity as Administrative Agent (“Agent”).
CREDIT AGREEMENT Dated as of October 31, 2013 Among RESMED INC., as Borrower, UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger, Swing Line Lender and L/C Issuer, and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and Joint...Credit Agreement • November 5th, 2013 • Resmed Inc • Surgical & medical instruments & apparatus • California
Any increase or decrease in the Applicable Rate resulting from a change in the Financial Covenant shall become effective as of the first (1st) Business Day of the month immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level IV shall apply as of the fifth (5th) Business Day of the month following the date such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date through December 31, 2013 shall be determined based upon Pricing Level I.
SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT Dated as of March 1, 2006 among RESMED CORP. RESMED EAP HOLDINGS INC., AND SERVO MAGNETICS INC., AS BORROWERS, RESMED INC., AS GUARANTOR, THE LENDERS HEREIN NAMED and UNION BANK OF CALIFORNIA, N.A.,...Revolving Loan Agreement • August 21st, 2009 • Resmed Inc • Surgical & medical instruments & apparatus • California
THIS SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT (this “Agreement”) is entered into by and among ResMed Corp., a Minnesota corporation (“ResMed”), RESMED EAP HOLDINGS INC., a Delaware corporation (“Holdings”), and SERVO MAGNETICS INC., a Delaware corporation (“SMI”; ResMed, Holdings and SMI are sometimes referred to herein individually as a “Borrower,” and collectively, as “Borrowers”), each lender whose name is set forth on the signature pages of this Agreement and each lender that may hereafter become a party to this Agreement pursuant to Section 12.8 (collectively, the “Lenders” and individually, a “Lender”), and Union Bank of California, N.A., as Administrative Agent, with reference to the following facts:
EXECUTIVE AGREEMENT Executive OfficerExecutive Agreement Executive Officer • August 12th, 2022 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This Executive Agreement (this “Agreement”) is made effective as of the ____ day of ________, 20__ (the “Effective Date”) between ResMed Inc., a Delaware corporation and its subsidiaries (collectively, the “Company”) and _________________ (“Executive”).
Contract2006 Grant Agreement • August 28th, 2007 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This document sets forth the terms of a Stock Option (the “Option”) granted by ResMed Inc., a Delaware corporation (the “Company”), pursuant to a Summary of Stock Option Grant (“Summary”) displayed at the Web site of the Company’s option plan administrator. The Summary, which specifies the person to whom the Option is granted (“Grantee”) and other specific details of the grant, and the electronic acceptance of the Summary at the Web site of the Company’s option plan administrator are incorporated herein by reference.
b) Mr. Harald Vogele, born October 12, 1953, German citizen, resident at ----------------- Waldpromenade 45b, D-82131 Gauting/Germany, presenting an uncertified power of attorney dated 10 February 2001, a hereby certified copy of which is attached...Resmed Inc • March 2nd, 2001 • Surgical & medical instruments & apparatus
UNCONDITIONAL GUARANTYUnconditional Guaranty • April 4th, 2016 • Resmed Inc • Surgical & medical instruments & apparatus • California
THIS UNCONDITIONAL GUARANTY (“Guaranty”) is entered into as of April 4, 2016, by each of the undersigned (each a “Guarantor”), in favor of MUFG UNION BANK, N.A. (and its subsidiaries and affiliates), in its capacity as Administrative Agent (“Agent”).
AGREEMENT AND PLAN OF MERGEREscrow Agreement • February 22nd, 2016 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 19, 2016 (“Agreement Date”), by and among: (a) ResMed Corp., a Minnesota corporation (“Parent”); (b) Eagle Acquisition Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”); (c) Brightree LLC, a Delaware limited liability company (the “Company”); (d) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Securityholder Representative and (d) for purposes of Sections 6.8(b) and 10.16 only, ResMed Inc., a Delaware corporation. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
